| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HERITAGE OAKS BANCORP [ HEOP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/27/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/07/2005 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/27/2005(1) | M | 651(1) | A | $6.5306(1) | 1,731(2) | D(2) | |||
| Common Stock | 05/27/2005(1) | S | 200(1) | D | $22.5(1) | 1,531(2) | D(2) | |||
| Common Stock | 05/31/2005(1) | S | 451(1) | D | $22.5(1) | 1,080(2) | D(2) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options - Common Stock | $6.5306(3) | 05/27/2005(1) | M | 651 | 10/10/2003 | 01/10/2012 | Options Exercisable | 3,732 | $22.5 | 3,081 | D | ||||
| Explanation of Responses: |
| 1. Form 4 Amendment #1 reflects the correct dates of shares sold and the correct conversion exercise price of derivative securities. Original Form 4 reported the correct amount of shares received upon exercise of stock options and then sold of 651 shares. However, this Form 4 Amendment #1 reflects under Table I Box(4) shares acquired and sold as follows: 651 shares acquired on May 27, 2005 at $6.5306, 200 shares sold on May 27, 2005 at $22.50 per share and 451 shares sold on May 31, 2005 at $22.50 per share, which in total equals 651 shares as previously reported on the original Form 4 Table I Box(4), filed June 6, 2005. Form 4 Amendment #1 Table II Box(3) also reflects the correct transaction date of May 27, 2005. Original Form 4 reported an incorrect transaction date of June 6, 2005. In addition, the Original Form 4 Table I Box(4) reported the price of securities acquired at $15.97 per share. Form 4 Amendment #1 reflects the correct price of securities acquired at $6.5306 per share. |
| 2. The Original Form 4 Table I Box (5) reported the incorrect amount of shares held in direct ownership. Form 4 Amendment #1 Table I Box (5) reflects the correct amount of securities beneficially owned following the reported transactions. |
| 3. Original Form 4 reported under Table II Box (2), the exercise price of derivative securities at $15.97. Form 4 Amendment #1 Table II Box (2), reflects the correct exercise price of derivative security of $6.5306. |
| Remarks: |
| Form 4 Amendment #1 reflects the correct dates of shares sold and the correct conversion exercise price of derivative securities. The original Form 4 reported the correct amount of shares recieved upon exercise of stock options and later sold of 651 shares. However, this amended Form 4 #1 reflects under Table I Box (2), 200 shares sold on May 27, 2005 at $22.50 per share and 451 shares sold on May 31, 2005, which in total equals 651 shares as previously reported on the original Form 4 Table I Box (2), filed June 6, 2005. Also, Orginal Form 4 reported under Table II Box (2), the exercise price of derivative securities at $15.97 under Table II Box (2), Form 4 Amendment #1 Table II Box(2), reflects the correct exercise price of derivative securities of $6.5306. |
| Tana L Eade as Power of Attorney for Mark C. Fugate | 09/07/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||